FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Date of Report (Date of Earliest Event Reported) June 17, 1997
CURRENT REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-13418
FALCON BUILDING PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3931893
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
TWO NORTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606
(Address of Principal Executive Office)
(312) 906-9700
(Registrant's telephone number, including area code)
NOT APPLICABLE
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On June 17, 1997 Falcon Building Products, Inc. ("Falcon") and Investcorp,
the international investment group, announced the closing of the merger and
recapitalization transaction pursuant to an agreement signed and announced on
March 20, 1997. As a result of the transaction, and pursuant to the merger
agreement, Investcorp and other international investors will own approximately
88% of the equity of Falcon. The remaining 12% will be owned by existing
shareholders, including management. As a result of the merger, Falcons shares
will be de-listed from the New York Stock Exchange.
The merger was approved by a majority of Falcon's shareholders at a
special meeting held on June 17, 1997. At the announced price of $17.75,
the merger, including the financings described below, is valued at
approximately $585 million.
At closing, the transaction was financed by $175 million of proceeds from
the term loan under the Senior Credit Facilities lead-managed by affiliates of
The Chase Manhattan Bank and Bankers Trust Company, $145 million of 9 1/2%
Senior Subordinated Notes ("Notes"), $102 million in gross proceeds of
10 1/2% Senior Subordinated Discount Notes ("Discount Notes") and
approximately $135 million of equity contributed by affiliates of Investcorp
and other international investors. The Notes and Discount Notes were
privately placed by Smith Barney Inc., BT Securities Corporation, Chase
Securities Inc. and Merrill Lynch & Co. The Credit Agreement for the Senior
Credit Facility and the Indentures for the Notes and Discount Notes are
included as exhibits to this Form 8-K. In addition, Falcon has maintained
and increased its Asset Securitization Facility to $100 million which was
lead-managed by PNC Bank, N.A.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4.1 Indenture, including therein the form of Note between
the Registrant and Harris Trust and Savings Bank, as
Trustee, providing for 9 1/2% Senior Subordinated Notes
due 2007.
4.2 Indenture, including therein the form of Note between
the Registrant and Harris Trust and Savings Bank, as
Trustee, providing for 10 1/2% Senior Subordinated
Discount Notes due 2007.
10.1 Credit Agreement dated as of June 17, 1997 among Falcon
Building Products, Inc. and Chase Securities, Inc. as
Arranger, Bankers Trust Company as Documentation Agent,
The Chase Manhattan Bank as Administrative Agent and
the lenders named therein.
99.1 Press release dated June 17, 1997 announcing the closing
of the merger and recapitalization transaction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FALCON BUILDING PRODUCTS, INC.
By: /s/ Gus J. Athas
----------------
Gus J. Athas
Executive Vice President
and Secretary
Dated: June 30, 1997